Generally. At the Closing, a portion of the Closing Payment otherwise payable to Schultz pursuant to [Sections 2.2(a) and 2.2(b)])] in an aggregate amount equal to the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with the Escrow Agreement and shall be treated as an installment payment if and when received by Schultz for Tax reporting. The Indemnity Escrow Amount, as adjusted from time to time, together with sixty percent (60%) of any interest or other income earned thereon, shall be referred to as the “Indemnity Escrow Fund”). The terms of, and timing and payment under, the Indemnity Escrow Fund shall be in accordance with the applicable provisions of this Agreement and the Escrow Agreement.

to the Escrow Agent, a cash amount equal to the Indemnity Escrow Amount for the Indemnity Escrow Fund; provided, that in accordance with [Section 2.6], the Indemnity Escrow Amount shall be funded exclusively from amounts otherwise payable to Schultz pursuant to [Sections 2.2(a) or 2.2(b)])] by deducting an amount equal to the Indemnity Escrow Amount from the Closing Payment to be made to Schultz pursuant to [Sections 2.2(a) or 2.2(b)])]; and